Subordinated Intercompany Loan Agreement

Exhibit 10.6


USD 153,000,000

SUBORDINATED INTERCOMPANY LOAN AGREEMENT

dated 2 November 2004


between


New Skies Holding B.V.

as Borrower


and


New Skies Investments S.e0.r.l.

as Lender


Strawinskylaan 1999

1077 XV Amsterdam


THIS AGREEMENT is dated 2 November 2004 and made between:


1. New Skies Holding B.V. (the " Borrower" ); and


2. New Skies Investments S.e0.r.l. (the " Lender" );


IT IS AGREED as follows:


1. DEFINITIONS AND INTERPRETATION


1.1. Definitions

In this Agreement:


" Agreement"


means this subordinated intercompany loan agreement, as amended or restated.


" Borrower"


means New Skies Holding B.V.


" Business Day"


means a day (other than a Saturday or Sunday) on which banks are open for general business in Amsterdam (the Netherlands), provided that for the determination of an interest rate, a Business Day shall also mean a day (other than a Saturday or Sunday) on which banks are open for general business in London (United Kingdom).


" Event of Default"


means any event or circumstance specified as such in Clause 10 ( Events of Default ).


" Lender"


means New Skies Investments S.e0.r.l.


" Loan"


means the loan granted by the Lender to the Borrower as described in Clause 2 of the Agreement or the principal amount outstanding for the time being of that loan.


" Maturity Date"


1 April 2014.


" Party"


means a party to this Agreement.


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1.2. Construction

a. Unless a contrary indication appears, any reference in this Agreement (including Annex A hereto) to:


i. the " Borrower" and the " Lender" shall be construed so as to include their successors in title, permitted assigns and permitted transferees;


ii. " assets" includes present and future properties, revenues and rights of every description;


iii. " include" , " included" and " including" are used to indicate that the matters listed are not a complete enumeration of all matters covered;


iv. " indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;


v. a " person" includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;


vi. a provision of law is a reference to that provision as amended or re-enacted; and


vii. unless otherwise specified, a time of day is a reference to Amsterdam time.


b. Headings are for ease of reference only.


c. An Event of Default is " continuing" if it has not been remedied or waived;


d. Words importing the plural shall include the singular and vice versa.


2. THE LOAN


2.1. The Loan

Subject to the terms of this Agreement, the Lender undertakes to lend to the


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Borrower and the Borrower undertakes to borrow the principal amount of USD 153,000,000, the sum to be granted and the amount thereof outstanding at any time to be hereinafter referred to as the " Loan" .


3. PURPOSE


The Borrower shall apply all amounts borrowed by it under the Loan to grant a loan in the same amount to its subsidiary New Skies Investments B.V..


4. DRAWDOWN


The Lender undertakes to make available and the Borrower undertakes to draw down the Loan in full on November 2, 2004 (the " Drawdown Date" ). The Loan shall be made available on the aforementioned date by the Lender by paying the amount thereof to the Borrower' s bank account.


5. REPAYMENT/ PREPAYMENT


5.1. Repayment

On the Maturity Date the Borrower shall, subject to Clause 7 (Subordination), repay the Loan in full to the Lender, together with all accrued interest.


5.2. Prepayment

After the Senior Debt Discharge Date, the Borrower may freely prepay to the Lender any part of the Loan, with prior written notice to the Lender at least five Business Days before the prepayment date at the latest. Any part of the Loan which is prepaid may be reborrowed.


6. INTEREST


6.1. Interest

The interest rate due on the amount of the Loan shall be 11.375 per cent per annum, computed based on a 365/366 day year and the actual number of days elapsed, and will be due as from the payment of the Loan up to its complete repayment.


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